Standard Agreement for Cloud Services (SaaS)
The Standard Agreement Cloud Terms (SaaS) governs the licensed use, support, data, and operational terms between SaaS providers of cloud services and their customers. It is part of OLL’s widely trusted library of open, lawyer-vetted standard agreements.
Standard Agreement Cloud Terms (SaaS) (Version 1.0)
Cover Page
Name of Agreement: |
The parties will reference the Agreement as: “[agreement short name] between [customer name] and [provider name] dated as of [effective date]” |
Key Terms | |
Overview | [service overview] |
Effective Date | [effective date] |
Governing Law | [governing law] |
Courts | [court location] |
Initial Order | [initial order description] |
Attachments (link or attach) | |
The following Attachments (if any) are incorporated into the Agreement: | |
Acceptable Use Policy (AUP) | [aup link or attachment] |
Support Policy | [support policy link or attachment] |
Service Level Agreement (SLA) | [sla link or attachment] |
Data Protection Addendum (DPA) | [dpa link or attachment] |
Security Measures | [security measures link or attachment] |
Additional Terms | |
The following additions to or modifications of the Cloud Terms are agreed by the parties and control in the event of any conflicts: | |
Signatures | |
Agreed to as of the Effective Date by each party’s authorized representative: | |
Customer:
Email: [customer notice email] Postal mail: [customer postal mail] Date: [effective date] | Provider:
Email: [provider notice email] Postal mail: [provider postal mail] Date: [effective date] |
Cloud Terms
The Agreement. The Cloud Terms are standardized terms for use of cloud services. To use the Cloud Terms, Customer and Provider complete and execute a Cover Page that specifies Key Terms, Attachments (such as a Support Policy or Data Protection Addendum) and any Additional Terms. Collectively, the Cloud Terms, Cover Page and any Orders form the parties’ agreement (“Agreement”). Conflicts between parts of the Agreement are governed by Section 22.5 (Order of Precedence). Capitalized terms are defined in context or in Section 23 (Definitions).
Cloud Service. Subject to this Agreement, Customer may use the Cloud Service for its own business purposes during each Subscription Term (“Permitted Use”). This includes the right to copy and use the Provider Software (if any) and Documentation as part of Customer’s Permitted Use. Customer will comply with the Documentation in using the Cloud Service.
Users. Customer may permit Users to use the Cloud Service on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Cloud Service and for their compliance with this Agreement. Customer will ensure that Users keep their login credentials confidential and will promptly notify Provider upon learning of any compromise of User accounts or credentials.
Affiliates. Customer’s Affiliates may serve as Users under this Agreement. Alternatively, Customer’s Affiliates may enter into their own Orders as mutually agreed with Provider, which creates a separate agreement between each such Affiliate and Provider incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s separate agreement with Provider, and breach or termination of any such separate agreement affects only that agreement.
Data.
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About this template
What is this template?
This is a comprehensive software-as-a-service agreement that uses a cover page to incorporate external policies for support and security. It is not a software purchase agreement, as it expressly retains all intellectual property in the cloud service for the provider and grants only a subscription-based use right. The document includes a specific 'Enhanced Cap' for data breaches and a $1,000 liability limit for trials and betas.
When should you use it?
Use this when providing or purchasing access to a hosted software platform where the technical details of security and service levels are managed in separate, updateable attachments. If the software is being installed on the customer's own hardware instead of hosted by the provider, use an On-Premise Software License Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2 | Cloud Service | Grants Customer rights to use the Cloud Service, Documentation, and Provider Software for business purposes during the Subscription Term. |
| 5.2 | Security | Obliges Provider to maintain specific Security Measures or use appropriate technical measures to prevent unauthorized access to Customer Data. |
| 7.2 | SLA | Sets a default 99.9% monthly availability target if no specific Service Level Agreement is identified on the Cover Page. |
| 8.3 | Warranty Remedy | Provides a 30-day Fix Period for Performance Warranty breaches before the Customer may terminate for a refund. |
| 9.3 | Restrictions | Prohibits the Customer from reverse engineering the Cloud Service or using it to develop a competing product. |
| 12.1 | Payment | Requires payment within 30 days of the invoice date and applies a 1.5% monthly late charge. |
| 14.1 | Subscription Terms | Sets an initial 12-month period for each Subscription Term with a 30-day notice requirement for non-renewal. |
| 16.5 | Liability Definitions | Defines an Enhanced Cap at three times the General Cap for security and data protection breaches. |
Who it's for
- a provider licensing a proprietary software-as-a-service platform using modular policy attachments
- a business customer subscribing to cloud services requiring specific data protection and service level commitments
- parties requiring a liability framework that distinguishes between general, enhanced, and uncapped claims
How long it runs and how it's signed
Law it's drafted under
Frequently asked questions
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